Mr. Troy Boisjoli reports

ATHA ENERGY ANNOUNCES $25 MILLION LIFE PRIVATE PLACEMENT OF FLOW-THROUGH SHARES

Atha Energy Corp. has entered into an agreement pursuant to which Canaccord Genuity Corp. and CIBC World Markets have agreed to act as co-lead agents and joint bookrunners for and on behalf of a syndicate of agents, in connection with a best effort private placement of up to 24.51 million flow-through shares of the company at a price of $1.02 per FT share, for gross proceeds of up to $25,000,200.

The agents will also have the option, exercisable in whole or in part at any time prior to the closing of the offering, to sell up to an additional 3,676,500 FT shares. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the offering will be $28,750,230.

The company will use an amount equal to the gross proceeds received by the company from the sale of the FT shares, pursuant to the Tax Act, to incur (or be deemed to incur) eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures (as both terms are defined in the Tax Act) related to the company's projects in Canada as more fully described in the offering document, on or before Dec. 31, 2027, and to renounce all the qualifying expenditures in favour of the subscribers of the FT shares, effective Dec. 31, 2026. In the event the company is unable to renounce qualifying expenditures effective on or prior to Dec. 31, 2026, for each FT share purchased in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares or the qualifying expenditures are otherwise reduced by the Canada Revenue Agency, the company will indemnify each subscriber of the FT shares for any additional taxes payable by such subscriber as a result of the company's failure to renounce the qualifying expenditures or as a result of the reduction as agreed.

The offering is expected to close on or about Feb. 5, 2026, or such other date as the company and the agents may agree, and is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory and other approvals, including the conditional approval of the TSX Venture Exchange.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 (Prospectus Exemptions), the FT shares will be offered for sale to purchasers resident in Canada and/or other qualifying jurisdictions pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 as amended and supplemented by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The securities issued to Canadian resident subscribers in the offering will not be subject to a hold period pursuant to applicable Canadian securities laws.

There is an offering document related to the offering that can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read this offering document before making an investment decision.

About Atha Energy Corp.

Atha is a Canadian mineral company engaged in the acquisition, exploration and development of uranium assets in the pursuit of a clean energy future. With a strategically balanced portfolio including three 100-per-cent-owned postdiscovery uranium projects (the Angilak project located in Nunavut, CMB discoveries in Labrador and the newly discovered basement-hosted GMZ high-grade uranium discovery located in the Athabasca basin). In addition, the company holds a large cumulative prospective exploration land package (greater than seven million acres) in two prominent basins for uranium discoveries -- Atha is well positioned to drive value. Atha also holds a 10-per-cent carried interest in key Athabasca basin exploration projects operated by NexGen Energy Ltd. and IsoEnergy Ltd.

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